02Closing Clause Samples

02Closing. Subject to the terms and conditions of this Agreement, the closing of the Merger (the "Closing") shall take place at 11:00 a.m., Pacific time, no later than two (2) Business Days after the last of the conditions to Closing set forth in ARTICLE VII have been satisfied or waived (other than conditions which, by their nature, are to be satisfied on the Closing Date), remotely by exchange of documents and signatures (or their electronic counterparts), or at such other time or on such other date or at such other place as the Parties may mutually agree upon in writing (the day on which the Closing takes place being the "Closing Date").

02Closing. The closing of the Bank Merger will take place immediately following the Merger or at such other time and date as Bar Harbor Bankshares may determine in its sole discretion, but in no case prior to the date on which all of the conditions precedent to the consummation of the Bank Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof, at such place as is agreed by the parties hereto.

02Closing. The closing (“Closing”) of the transactions contemplated by this Agreement shall be on a date and at such time as the parties may agree as soon as practical after the date of this Agreement (“Closing Date”).

02Closing. (a) On the terms of this Agreement, and subject to the conditions set forth herein, the closing of the sale and purchase of the Purchased Securities (the “Closing”) shall occur at 10:00 a.m. (New York City time) on the third (3rd) Business Day after all of the conditions to the Closing set forth in Article VI of this Agreement have been satisfied or, to the extent permitted by applicable Law, waived by the party entitled to the benefit thereof (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time) at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place, time and date as shall be agreed between the Company and the Investor (the date on which the Closing occurs, the “Closing Date”); provided, however, unless agreed otherwise by the Hill Path Investor, the Closing will not occur unless and until the Company has provided prior notice of the anticipated Closing Date in a written notice delivered by the Company to the Investors, to the extent practicable, at least three Business Days prior to the Closing Date. (b) At the Closing: (i) the Company shall (1) deliver to the Hill Path Investor evidence reasonably satisfactory to the Hill Path Investor of the issuance of the Purchased Securities in its name and in such amounts as set forth on Schedule II opposite its name, through the facilities of The Depository Trust Company or, at the Hill Path Investor’s election, in book entry form, which Purchased Securities will be free and clear of all Liens, except restrictions imposed by applicable securities Laws, the Company Charter Documents and the Transaction Documents, and (B) the Registration Rights Agreement, duly executed by the Company; ​ ​ (ii) the Company shall (1) deliver to the HPS Investor evidence reasonably satisfactory to the HPS Investor of the issuance of the Purchased Securities in its name and in such amounts as set forth on Schedule II opposite its name, through the facilities of The Depository Trust Company or, at the HPS Investor’s election, in book entry form, which Purchased Securities will be free and clear of all Liens, except restrictions imposed by applicable securities Laws, the Company Charter Documents and the Transaction Documents, and (B) the Registration Rights Agreement, duly executed by the Company; and (iii) each Investor shall (A) pay its applicable portion of the Purchas...

02Closing. The closing (the “Closing”) of the sale of the Issued Shares hereunder shall take place remotely via the electronic exchange of documents and signatures and the wire transfer of the Subscription Price, as soon as possible, but in no event later than forty-five (45) Business Days after the signing date of this Agreement, after satisfaction or, to the extent permissible, waiver by the party or parties entitled to the benefit of the conditions set forth in Article 6 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing), or at such other time or place as the parties hereto may mutually agree. At the Closing, the Purchaser and the Designated Purchasers shall deliver to the Company the Subscription Price by wire transfer in U.S. dollars of immediately available funds to the bank account of the Company as stated below: Beneficiary Account Name: MissFresh Limited; Beneficiary Account Number: [REDACTED]; Name of Beneficiary Bank: [REDACTED]; Address of Beneficiary Bank: [REDACTED]; SWIFT Code (International Wires Only): [REDACTED]; ABA Routing Number (Domestic Wires or ACH): [REDACTED]. ​

02Closing. Subject to the terms and conditions of this Agreement, the closing of the Transfer (the “Closing”) shall take place remotely by means of email or other electronic transmission on the fifth (5th) Business Day following the satisfaction or waiver of each of the conditions to the obligations of the parties hereto set forth in Section 9.01 and Section 9.02 (other than those conditions that by their nature are to be satisfied at the Closing but subject to the satisfaction or waiver of such conditions at the Closing) in accordance with Section 9.01 and Section 9.02; provided that, if the date on which the Closing is otherwise required to occur pursuant to the foregoing is a date within the second half of a calendar month, the Closing shall instead occur on the first Business Day of the immediately following calendar month; provided, further, that, if the application of the foregoing proviso would cause the Closing to occur after the Outside Date or the Extended Outside Date, as applicable, the Outside Date or the Extended Outside Date, as applicable shall automatically be extended to the date that is three (3) Business Days following the date on which the Closing would otherwise occur pursuant to the foregoing proviso, or at such other time or on such other date as Transferor and Acquiror may mutually agree in writing (the ​ date on which the Closing occurs, the “Closing Date”). The Closing shall be deemed effective as of 12:01 a.m. (Eastern Time) on the Closing Date.

02Closing. The consummation of the purchase and sale of the Subscription Shares hereunder (the “Closing”) shall take place remotely via electronic exchange of documents on the date three (3) Business Days following the date hereof subject to the satisfaction or, to the extent permissible, waiver of the conditions set forth in Article VII (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions) or on such other date as may be agreed upon in writing by the Company and the Purchaser (the date on which the Closing takes place, the “Closing Date”).

02Closing. Subject to the terms and conditions of this Agreement (including the final sentence of this Section 2.02), the closing (the “Closing”) shall take place remotely by means of email or other electronic transmission on the third (3rd) Business Day following the satisfaction or waiver of each of the conditions to the obligations of the parties hereto set forth in Section 9.01 and Section 9.02 (other than those conditions that by their nature are to be satisfied at the Closing but subject to the satisfaction or waiver of such conditions at the Closing), or at such other time or on such other date as Seller and Purchaser may mutually agree in writing (the date on which the Closing occurs, the “Closing Date”); provided, however, that the Closing shall not occur without the prior written consent of Seller on any day other than the first Business Day of Seller’s next fiscal month directly following the date on which Closing would have otherwise occurred pursuant to this Section 2.02; provided, further, that the Closing shall not occur without the mutual prior written consent of Purchaser and Seller on a date that is earlier than August 31, 2025 unless the China Entity Setup has occurred.

02Closing. Subject to the terms and conditions hereof, the consummation of the purchase and sale of the Purchased Units hereunder (the “Closing”) shall take place on the date of this Agreement (the “Closing Date”) at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇, Suite 4200, Houston, Texas 77002.